FIRST AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
Gentlemen:
The undersigned Xxxxx-Xxxxxxx Electronics Corporation, an
Illinois corporation, (the "Company") refers to the Credit Agreement
dated as of October 2, 1995 as may be amended from time to time (the
"Agreement") and currently in effect between the Company and you
(the "Bank"). All capitalized terms used herein without definition
shall have the same meanings as they have in the Agreement.
The Company hereby applies to the Bank for an extension of the
maturity date of the Agreement and certain other modifications to the
Agreement and the Company's borrowing arrangements with the Bank.
1. AMENDMENT.
Upon the Bank's acceptance hereof in the space provided for that
purpose below, the Agreement shall be and hereby is amended as
follows:
(a) The definition of "Termination Date" appearing in Section 4
of the Agreement shall be and hereby is amended in its entirety, and
said definition, as so amended, shall read as follows:
" "Termination Date" means January 1, 2000, or such earlier date
on which the Revolving Credit is terminated pursuant to Section
8.2 and 8.3 hereof."
2. CONDITIONS PRECEDENT.
The effectiveness of the Agreement is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Bank shall have executed this First
Amendment.
(b) The Bank shall have received copies executed or certified (as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery hereof and the other
instruments and documents contemplated hereby.
(c) All legal matters incident to the execution and delivery
hereof and of the instruments and documents contemplated hereby shall
be satisfactory to the Bank and its counsel.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this
Amendment, the Company hereby represents to the Bank that as of the
date hereof and as of the time that this Amendment becomes effective,
each of the representations and warranties set forth in Section 5 of
the Agreement are and shall be and remain true and correct (except
that the representations contained in Section 5.4 shall be deemed to
refer to the most recent financial statements of the Company delivered
to the Bank) and the Company is in full compliance with all of the
terms and conditions of the Agreement and no Default as defined in the
Agreement as amended hereby nor any Event of Default as so defined,
shall have occurred and be continuing or shall arise after giving
effect to this Amendment.
4. MISCELLANEOUS.
(a) Effect of Amendment. Except as specifically amended and
modified hereby, the Agreement shall stand and remain unchanged and in
full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any note,
instrument or other document making reference to the Agreement, any
reference to the Agreement in any of such to be deemed to be a
reference to the Agreement as amended hereby.
(b) Costs and Expenses. The Company agrees to pay on demand all
out-of-pocket costs and expenses incurred by the Bank in connection with
the negotiation, preparation, execution and delivery of this Agreement
and the documents and transactions contemplated hereby, including the
fees and expenses of counsel to the Bank with respect to the foregoing,
but not more than $500.00.
(c) Counterparts; Governing Law. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed shall be an original but
all of which together shall constitute one and the same agreement. This
Amendment shall be governed by the internal laws of the State of
Illinois.
Dated as of May 23, 1997
XXXXX-XXXXXXX ELECTRONICS CORPORATION
By: XXXXXX X. XXXX
Its: Vice President of Finance, Chief Financial
Officer and Treasurer
Accepted and agreed to at Chicago, Illinois, as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By: XXXXX XXXXXXX
Its: Vice President
